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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended:
OR
For the transition period from ___ to ___
Commission
File Number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (IRS Employer | |
| incorporation or organization) | Identification No.) |
| (Address of principal executive offices) | (Zip code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was
required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company |
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 12, 2026, the Registrant had shares of Common Stock (par value $ per share) outstanding.
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
| 1 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Other assets: | ||||||||
| Property and equipment, net | ||||||||
| Deferred offering costs, non-current | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES, MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Due to related parties | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Commitments and contingencies (Note 9) | ||||||||
| Mezzanine equity | ||||||||
| Series C redeemable preferred stock, $ par value, shares authorized, and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | ||||||||
| Total mezzanine equity | ||||||||
| Shareholders’ equity | ||||||||
| Preferred stock, $ par value, shares authorized; Series B preferred stock, $ par value, shares authorized, shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | ||||||||
| Common Stock, $ par value, shares authorized, and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Accumulated other comprehensive loss | ( |
) | ( |
) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities, mezzanine equity, and shareholders’ equity | $ | $ | ||||||
See the accompanying notes to the unaudited condensed consolidated financial statements.
| 2 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Research and development | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other (expense) income | ||||||||||||||||
| Other income | ||||||||||||||||
| Interest (expense) income, net | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total other (expense) income | ( |
) | ( |
) | ( |
) | ||||||||||
| Net loss before income taxes | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income tax expense | ||||||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Other comprehensive loss | ||||||||||||||||
| Foreign currency translation | ( |
) | ( |
) | ||||||||||||
| Comprehensive loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net loss per share - basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average shares outstanding, basic and diluted | ||||||||||||||||
See the accompanying notes to the unaudited condensed consolidated financial statements.
| 3 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 | ||||||||||||||||||||||||
| Common Stock | Additional Paid-In |
Accumulated | Accumulated Other Comprehensive | Total Shareholders’ |
||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Loss | Equity | |||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Issuance of Common Stock and warrants in Private Placement, net of offering costs of $ |
||||||||||||||||||||||||
| Issuance of Common Stock for cash pursuant to ATM Agreement, net of offering costs of $ |
||||||||||||||||||||||||
| Stock based compensation | — | |||||||||||||||||||||||
| Foreign exchange translation loss | — | ( |
) | ( |
) | |||||||||||||||||||
| Net loss | — | ( |
) | ( |
) | |||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Issuance of Common Stock and warrants in Private Placement, net of offering costs of $ |
||||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||
| Stock based compensation | — | |||||||||||||||||||||||
| Foreign exchange translation loss | — | ( |
) | ( |
) | |||||||||||||||||||
| Net loss | — | ( |
) | ( |
) | |||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 | ||||||||||||||||||||||||
| Common Stock | Additional Paid-In |
Accumulated | Accumulated Other Comprehensive | Total Shareholders’ |
||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Loss | Equity | |||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Issuance of Common Stock and Series A and B and prefunded warrants for cash, net of offering costs of $ |
||||||||||||||||||||||||
| Issuance of common shares for vested RSAs | ( |
) | ||||||||||||||||||||||
| Issuance of common shares for exercise of warrants | ||||||||||||||||||||||||
| Issuance of round up shares | ( |
) | ||||||||||||||||||||||
| Stock based compensation | — | |||||||||||||||||||||||
| Foreign exchange translation loss | — | ( |
) | ( |
) | |||||||||||||||||||
| Net loss | — | ( |
) | ( |
) | |||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Issuance of common shares for cash pursuant to ATM Agreement, net of offering costs of $ |
||||||||||||||||||||||||
| Stock based compensation | — | |||||||||||||||||||||||
| Foreign exchange translation gain | — | |||||||||||||||||||||||
| Net loss | — | ( |
) | ( |
) | |||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
See the accompanying notes to the unaudited condensed consolidated financial statements.
| 4 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to cash used in operating activities | ||||||||
| Change in fair value of warrant liability | ( |
) | ||||||
| Change in fair value of investment option liability | ( |
) | ||||||
| Loss on write-off of deferred offering costs | ||||||||
| Stock based compensation | ||||||||
| Amortization of intangibles | ||||||||
| Depreciation expense | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Due to related parties | ( |
) | ( |
) | ||||
| Prepaid expenses and other current assets | ( |
) | ||||||
| Accounts payable, accrued expenses and other current liabilities | ( |
) | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from sale of Common Stock and warrants, net of offering costs | ||||||||
| Proceeds from Common Stock sold for cash pursuant to the ATM Agreement, net of offering costs | ||||||||
| Payment of deferred offering costs | ( |
) | ||||||
| Proceeds from exercise of warrants | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange rate on changes on cash | ( |
) | ( |
) | ||||
| Net increase in cash | ||||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow transactions: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Non-cash financing and investing activities: | ||||||||
| Non-cash issuance of round-up shares | $ | $ | ||||||
| Non-cash issuance of RSA vested shares | $ | $ | ||||||
| Issuance of Placement Agent Warrants as offering costs | $ | $ | ||||||
| Deferred offering costs not paid | $ | $ | ||||||
| Offering costs accrued not paid | $ | $ | ||||||
See the accompanying notes to the unaudited condensed consolidated financial statements.
| 5 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BUSINESS AND LIQUIDITY AND OTHER UNCERTAINTIES
Nature of Operations
Enveric Biosciences, Inc. (“Enveric” or the “Company”) is a biotechnology company focused on developing next-generation, small-molecule neuroplastogenic therapeutics that address unmet needs in psychiatric and neurological disorders. The head office of the Company is located in Cambridge, Massachusetts. The Company has the following wholly-owned subsidiaries: Jay Pharma Inc. (“Jay Pharma”), 1306432 B.C. Unlimited Liability Company, 1236567 B.C. Unlimited Liability Company, MagicMed USA, Inc. (“MagicMed”), Enveric Biosciences Canada Inc., Akos Biosciences, Inc. (“Akos”), and Enveric Therapeutics, Pty. Ltd. (“Enveric Therapeutics”).
Enveric’s lead candidate, EB-003, is the first known compound designed to selectively engage both 5-HT2A and 5-HT1B receptors with the potential to deliver fast-acting, durable antidepressant and anxiolytic effects with outpatient convenience. By leveraging a differentiated drug discovery platform and a growing library of patent protected chemical structures, Enveric is advancing a pipeline of novel compounds designed to promote neuroplasticity without hallucinogenic effects. Previously, Enveric was developing the EVM201 Series, and its lead drug candidate EB-002 (formerly EB-373), for the treatment of neuropsychiatric disorders. The EVM201 series comprised next generation synthetic prodrugs of the active metabolite, psilocin. In the fourth quarter of 2024, Enveric out-licensed the EVM201 Series program to MycoMedica Life Sciences, who will seek to develop, manufacture, and commercialize EB-002, in exchange for certain development and milestone payments to Enveric.
The Company unveiled an EVM401 Series on February 25, 2025, which is intended to broaden its pipeline with additional non-hallucinogenic molecules and strengthen the Company’s ability to target addiction and neuropsychiatric disorders for patients with limited options. While the Company intends to pursue development of the EVM401 Series, its primary focus is to develop its lead asset EB-003 in the EVM301 Series. The Company has advanced EB-003 into formal preclinical development studies in support of a future Investigational New Drug (“IND”) filing.
Reverse Stock Split
The
Company effected a
Going Concern, Liquidity and Other Uncertainties
The
Company has incurred losses since inception resulting in an accumulated deficit of $
In
assessing the Company’s ability to continue as a going concern, the Company monitors and analyzes its cash and its ability to generate
sufficient cash flow in the future to support its operating and capital expenditure commitments. At June 30, 2026, the Company had cash
of $
| 6 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. Management’s opinion is that all adjustments (consisting of normal accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2025, and related notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026.
The Company’s significant accounting policies and recent accounting standards are summarized in Note 2 of the Company’s consolidated financial statements for the year ended December 31, 2025. There were no significant changes to these accounting policies during the three and six months ended June 30, 2026.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and expenses during the periods reported. By their nature, these estimates are subject to measurement uncertainty and the effects on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include determining the fair value of transactions involving common stock, the valuation of warrants, and accruals associated with third party providers supporting research and development efforts. Actual results could differ from those estimates.
Foreign Currency Translation
From inception through June 30, 2026, the reporting currency of the Company was the United States dollar while the functional currency of certain of the Company’s subsidiaries was the Canadian dollar or the Australian dollar. For the reporting periods ended June 30, 2026 and 2025, the Company engaged in a number of transactions denominated in Canadian dollars and Australian dollars. As a result, the Company is subject to exposure from changes in the exchange rates of the Canadian dollar and Australian dollar against the United States dollar.
The Company translates the assets and liabilities of its Canadian subsidiaries and Australian subsidiary into the United States dollar at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during each monthly period. Unrealized translation gains and losses are recorded as foreign currency translation gain (loss), which is included in the unaudited condensed consolidated statements of shareholders’ equity as a component of accumulated other comprehensive loss.
The Company has not entered into any financial derivative instruments that expose it to material market risk, including any instruments designed to hedge the impact of foreign currency exposures. The Company may, however, hedge such exposure to foreign currency exchange fluctuations in the future.
Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other comprehensive loss in the unaudited condensed consolidated statements of operations and comprehensive loss as incurred.
| 7 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Concentration of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which at times, may exceed the federal depository insurance coverage of $
Research and Development
Research and development expenses are charged to operations as incurred. Research and development expenses include, among other things, internal and external costs associated with preclinical development, pre-commercialization manufacturing expenses, and clinical trials. The Company accrues for costs incurred as the services are being provided by monitoring the status of the trial or services provided and the invoices received from its external service providers. In the case of clinical trials, a portion of the estimated cost normally relates to the projected cost to treat a patient in the trials, and this cost is recognized based on the number of patients enrolled in the trial. As actual costs become known, the Company adjusts its accruals accordingly.
Basic
net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period.
Diluted loss per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding
during the period. The Company uses the two-class method to determine earnings per share only when the Company is in an income position.
Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the
treasury stock method). The computation of basic net loss per share for the three and six months ended June 30, 2026 and 2025 excludes
potentially dilutive securities. The computations of net loss per share for each period presented are the same for both basic and fully
diluted. In accordance with ASC 260, and RSUs that were fully vested as of June 30, 2026 and 2025, respectively, were included
in basic and dilutive earnings per share as there were remaining contingencies for these shares to be issued as of June 30, 2026 and
2025 and
| For the three and six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Warrants to purchase shares of Common Stock | ||||||||
| Restricted stock units - vested and unissued | ||||||||
| Restricted stock units - unvested | ||||||||
| Investment options to purchase shares of Common Stock | ||||||||
| Options to purchase shares of Common Stock | ||||||||
| Total potentially dilutive securities | ||||||||
Segment Reporting
The
Company operates as
| 8 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3. PREPAID EXPENSES AND OTHER CURRENT ASSETS
As of June 30, 2026 and December 31, 2025, the prepaid expenses and other current assets of the Company consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Prepaid insurance | $ | $ | ||||||
| Prepaid other | ||||||||
| Prepaid professional fees | ||||||||
| Deferred offering costs | ||||||||
| Prepaid product development | ||||||||
| Prepaid value-added taxes | ||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
NOTE 4. PROPERTY AND EQUIPMENT
Property and equipment consists of the following assets which are located in Calgary, Canada, with all amounts translated into U.S. dollars:
| June 30, 2026 | December 31, 2025 | |||||||
| Lab equipment | $ | $ | ||||||
| Computer equipment and leasehold improvements | ||||||||
| Less: Accumulated depreciation | ( |
) | ( |
) | ||||
| Property and equipment, net of accumulated depreciation | $ | $ | ||||||
Depreciation
expense was $
NOTE 5. ACCRUED LIABILITIES
As of June 30, 2026 and December 31, 2025, the accrued liabilities of the Company consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Professional fees | $ | $ | ||||||
| Product development | ||||||||
| Accrued franchise taxes | ||||||||
| Other | ||||||||
| Total accrued liabilities | $ | $ | ||||||
NOTE 6. RELATED PARTY TRANSACTIONS
As
of June 30, 2026 and December 31, 2025, the Company had current liabilities of $
| 9 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7. SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS
At the Market Offering
The
Company entered into an at the market offering agreement, or the (“ATM Agreement”), with H.C. Wainwright & Co., LLC,
or (“Placement Agent”), acting as sales agent, on April 9, 2025, relating to shares of Common Stock. Under the ATM Agreement,
the Company may offer and sell shares of Common Stock having an aggregate offering price of up to $
Because the purchase price per share to be paid for the shares of Common Stock that the Company may elect to sell under the ATM Agreement, if any, will fluctuate based on the market prices of the Company’s Common Stock at the time the Company elects to sell shares pursuant to the ATM Agreement, if any, it is not possible for us to predict the number of shares of Common Stock that the Company will sell under the ATM Agreement, the purchase price per share the buyer will pay for shares purchased from the Company under the ATM Agreement, or the aggregate gross proceeds that the Company will receive from those purchases under the ATM Agreement.
On
February 6, 2026, the Company filed a prospectus supplement to increase the ATM Agreement’s capacity by an additional $
Registered Direct Offering and Private Placement
On
January 27, 2026, the Company entered into a securities purchase agreement (the “January 2026 Purchase Agreement”) with certain
institutional investors, pursuant to which the Company agreed to issue and sell to the investors in a registered direct offering, an
aggregate of shares of Common Stock, at a price of $ per share (the “Registered Direct Offering”) for gross proceeds
of approximately $
In
a concurrent private placement (the “Private Placement” and, together with the Registered Direct Offering, the “Offerings”),
pursuant to the terms of the Purchase Agreement, the Company also agreed to issue and sell unregistered Series G warrants to purchase
up to
The
Placement Agent acted as the exclusive placement agent in connection with the Offerings. The Company agreed to pay the Placement Agent
a cash fee equal to
| 10 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On
April 16, 2026, the Company entered into a securities purchase agreement (the “April 2026 Purchase Agreement”) with certain
institutional investors, pursuant to which the Company agreed to issue and sell to the investors in a private placement (the “April
Private Placement”) (i) shares of the Company’s Common Stock, (ii) pre-funded warrants (the “Pre-Funded Warrants”)
to purchase up to an aggregate of shares of Common Stock (the “Pre-Funded Warrant Shares”), (iii) Series I warrants
to purchase up to shares of Common Stock (the “Series I Warrants”), and (iv) Series J warrants to purchase up to
shares of Common Stock (the “Series J Warrants,” together with the Series I Warrants, the “April Common Warrants”).
The Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $ per share of Common Stock
at any time until all of the Pre-Funded Warrants are exercised in full. The April Common Warrants have an exercise price of $
The
Placement Agent acted as the exclusive placement agent in connection with the April Private Placement. The Company agreed to pay the
Placement Agent a cash fee equal to
Exercise of Warrants
During
the three months ended June 30, 2026, Series G Warrants were exercised for proceeds of $
Stock Options
2020 Long-Term Incentive Plan, as amended (“Incentive Plan”)
The Company’s stock based compensation expense, recorded within general and administrative expense in the unaudited condensed consolidated statement of operations and comprehensive loss, related to stock options for the three months ended June 30, 2026 and 2025 was $— and $, respectively. The Company’s stock based compensation expense, recorded within general and administrative expense, related to stock options for the six months ended June 30, 2026 and 2025 was $ and $, respectively. There is no unrecognized stock-based compensation related to stock option expense as of June 30, 2026.
Issuance of Restricted Stock Awards
During
the six months ended June 30, 2026 the Company issued restricted stock awards with an aggregate fair value of $
| 11 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Issuance of Restricted Stock Units
The Company’s activity in restricted stock units was as follows for the six months ended June 30, 2026:
| Number of shares | Weighted average fair value |
|||||||
| Non-vested at January 1, 2026 | $ | |||||||
| Granted | ||||||||
| Forfeited | ||||||||
| Vested | ( |
) | ||||||
| Non-vested at June 30, 2026 | $ | |||||||
For the three months ended June 30, 2026 and 2025, the Company recorded $ and $, respectively, in stock-based compensation expense related to restricted stock units, which is a component of both general and administrative and research and development expenses in the unaudited condensed consolidated statement of operations and comprehensive loss. For the six months ended June 30, 2026 and 2025, the Company recorded $ and $, respectively, in stock-based compensation expense related to restricted stock units, which is a component of both general and administrative and research and development expenses in the condensed consolidated statement of operations and comprehensive loss. As of June 30, 2026, the Company had unamortized stock-based compensation costs related to restricted stock units of $ which will be recognized over a weighted average period of years. As of June 30, 2026, restricted stock units are vested without shares of Common Stock being issued, with all of these shares due as of June 30, 2026.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Stock-based compensation expense for RSUs: | ||||||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Research and development | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Warrants
The following table summarizes information about shares issuable under warrants outstanding at June 30, 2026:
| Warrant shares outstanding |
Weighted average exercise price |
Weighted average remaining life |
||||||||||
| Outstanding at January 1, 2026 | $ | |||||||||||
| Issued | — | |||||||||||
| Exercised | ( |
) | — | |||||||||
| Forfeited | ( |
) | — | |||||||||
| Outstanding at June 30, 2026 | $ | |||||||||||
| Exercisable at June 30, 2026 | $ | |||||||||||
| 12 |
ENVERIC BIOSCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8. LICENSING AGREEMENTS
On July 10, 2024, Akos entered into an Exclusive License Agreement (the “License Agreement”) with Aries Science and Technology, LLC, an Ohio limited liability company (“Aries”), pursuant to which Akos granted Aries a license of Akos’s patented radiation dermatitis topical product. Subsequent to the execution of the License Agreement, Aries transferred the licensed rights to its wholly owned subsidiary, Teotec Pharma. The license allows Aries, through Teotec Pharma, to use the patented formulation to develop pharmaceutical or non-pharmaceutical products for treating radiation dermatitis suitable for administration to humans or animals. The license is exclusive (subject to certain exceptions contained in the License Agreement), worldwide, royalty-bearing, and includes the right to sublicense. Akos is entitled to potential license payments, milestone payments and royalties based on net revenues of the Licensed Product on a licensed product-by-licensed product and country-by-country basis pursuant to the terms of the Agreement. Aries has the option during the license term, to purchase the rights to each licensed product (on a licensed product-by-licensed product basis) in the form of an exclusive (as to the applicable licensed product), fully paid, transferable right and license to the licensed product.
The Company has not earned any revenue related to this agreement as of June 30, 2026.
On
November 7, 2024, the Company entered into an Out-Licensing Agreement (the “Agreement”) with MycoMedica Life Sciences, PBC,
a Delaware public benefit corporation (“MycoMedica”), pursuant to which the Company will out-license EB-002 and its EVM201
series to MycoMedica for further development and sales of the product in treatment of neuropsychiatric disorders. MycoMedica will receive
an exclusive, global license to the formulations, drugs, method of use, and medical devices developed by Enveric to utilize the compound.
As part of the Agreement, the Company received a $
The Company has not earned any revenue related to this agreement as of June 30, 2026.
On February 3, 2025, Akos entered into two licensing agreements with Restoration Biologics LLC (“Restoration Biologics”), a biotechnology company focused on the treatment of joint disease. The companies have executed two licenses for Akos’ cannabinoid-COX-2 conjugate compounds, for pharmaceutical and potential non-pharmaceutical applications.
The Company has not earned any revenue related to these agreements as of June 30, 2026.
NOTE 9. COMMITMENTS AND CONTINGENCIES
The Company is periodically involved in legal proceedings, legal actions and claims arising in the ordinary course of business. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.
Other Consulting and Vendor Agreements
The
Company has entered into a number of agreements and work orders for future consulting, clinical trial support, and testing services,
with terms ranging between one and 12 months. These agreements, in aggregate, commit the Company to approximately $
NOTE 10. SUBSEQUENT EVENTS
Subsequent
to June 30, 2026, all
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Item 2. Management’s discussion and analysis of financial condition and results of operations
The information set forth below should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Unless stated otherwise, references in this Quarterly Report on Form 10-Q to “us,” “we,” “our,” or our “Company” and similar terms refer to Enveric Biosciences, Inc., a Delaware corporation, and its subsidiaries
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “anticipates,” “assumes,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “guides,” “intends,” “may,” “plans,” “seeks,” “projects,” “targets,” and “would” or the negative of such terms or other variations on such terms or comparable terminology. Such forward-looking statements include, but are not limited to, future financial and operating results, the company’s plans, objectives, expectations and intentions and other statements that are not historical facts. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this Form 10-Q and are subject to a number of risks, uncertainties, and assumptions that could cause actual results to differ materially from our historical experience and our present expectations. Specific forward-looking statements in this quarterly report include statements, among others, regarding:
| ● | our belief that EB-003 is the first known compound to selectively engage both 5-HT2A and 5-HT1B receptors with the potential to deliver fast-acting, durable antidepressant and anxiolytic effects with outpatient convenience; | |
| ● | our intention to broaden our pipeline with additional non-hallucinogenic molecules with the unveiling of the EVM401 Series; | |
| ● | our belief that the EVM401 Series will strengthen our ability to target addiction and neuropsychiatric disorders for patients with limited options; | |
| ● | our intention to pursue the EVM401 Series, but primarily focus on developing our lead asset EB-003 in the EVM301 Series; | |
| ● | our belief that factors exist that raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these unaudited condensed consolidated financial statements; | |
| ● | management’s plan to alleviate the conditions that raise substantial doubt include raising additional working capital through public or private equity or debt financings or other sources, and may include additional collaborations with third parties as well as disciplined cash spending; | |
| ● | our belief that adequate additional financing may not be available to the Company on acceptable terms, or at all; | |
| ● | our belief that should the Company be unable to raise sufficient additional capital, the Company may be required to undertake further cost-cutting measures including delaying or discontinuing certain operating activities; | |
| ● | our exposure from changes in the exchange rates of the Canadian dollar and Australian dollar against the United States dollar; | |
| ● | our belief that the outcome of such legal proceedings that the Company may periodically be engaged in the normal course of business will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows; | |
| ● | our ability to continue as a going concern; | |
| ● | our belief that our lead program, the EVM301 Series, and its lead drug candidate, EB-003, are intended to offer a first-in-class, new approach to the treatment of difficult-to-address mental health disorders, mediated by the promotion of neuroplasticity and without also inducing hallucinations in the patient; | |
| ● | the advancement of EB-003 through preclinical studies and aim of initiating the first-in-human studies to asses safety and tolerability including non-hallucinogenic properties, followed by clinical trial targeting the treatment of depression or other neuropsychiatric disorders; | |
| ● | our intention to assemble a team of clinical experts and principal investigators with experience across multiple mental health and central nervous system indications to be responsible for the management, monitoring, and integrity of the clinical research; | |
| ● | our plan to submit filings including Investigational New Drug (“IND”) applications and, eventually, new drug applications (NDAs) to seek approval with the U.S. Food and Drug Administration (FDA) and with responsible regulatory agencies in other jurisdictions, in connection with our product candidates; | |
| ● | our intention to broaden the pipeline with non-hallucinogenic molecules and strengthen our ability to target addiction and neuropsychiatric disorders for patients with limited options through the unveiling of our EVM401 Series; | |
| ● | our belief that our continued development of the Psybrary™ will help us identify and develop the right drug candidates needed to address mental health challenges, including depression, anxiety, and addiction disorders; and | |
| ● | our success at managing the risks involved in the foregoing. |
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Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including, but not limited to, our ability to: finalize and submit its IND filing to the U.S. Food and Drug Administration; carry out successful clinical programs; achieve the value creation contemplated by technical developments; avoid delays in planned clinical trials; establish that potential products are efficacious or safe in preclinical or clinical trials; establish or maintain collaborations for the development of therapeutic candidates; obtain appropriate or necessary governmental approvals to market potential products; obtain future funding for product development and working capital on commercially reasonable terms; scale-up manufacture of product candidates; respond to changes in the size and nature of competitors; hire and retain key executives and scientists; secure and enforce legal rights related to Enveric’s products, including patent protection; identify and pursue alternative routes to capture value from its research and development pipeline assets; continue as a going concern; and manage its future growth effectively.
For a more detailed discussion of these and other factors that may affect our business and that could cause the actual results to differ materially from those projected in these forward-looking statements, see the risk factors and uncertainties set forth in Part II, Item 1A of this Form 10-Q and Part I, Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2025. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise, except as required by law.
Business Overview
We are a biotechnology company focused on developing next-generation, small-molecule neuroplastogenic therapeutics that address unmet needs in psychiatric and neurological disorders. By leveraging a differentiated drug discovery platform and a growing library of patent protected chemical structures, we are advancing a pipeline of novel compounds designed to promote neuroplasticity without hallucinogenic effects. Our lead candidate, EB-003, is the first known compound designed to selectively engage both 5-HT2A and 5-HT1B receptors with the potential to deliver fast-acting, durable antidepressant and anxiolytic effects with outpatient convenience.
Our lead program, the EVM301 Series, and our lead drug candidate, EB-003, are intended to offer a first-in-class, new approach to the treatment of difficult-to-address mental health disorders, mediated by the promotion of neuroplasticity and without also inducing hallucinations in the patient. EB-003 is a novel derivative of DMT. It is currently advancing through preclinical studies with the aim of initiating first-in-human studies to assess safety and tolerability including non-hallucinogenic properties, followed by clinical trials targeting the treatment of depression or other neuropsychiatric disorders.
We intend to assemble a team of clinical experts and principal investigators with experience across multiple mental health and central nervous system indications to be responsible for the management, monitoring, and integrity of the clinical research. We plan to submit filings including IND applications and, eventually, NDAs to seek approval with the FDA and with responsible regulatory agencies in other jurisdictions, in connection with our product candidates. The selection, timing, duration, and design of any prospective studies are subject to regulatory filings, approval and finalization of commercial plans. Our EB-003 program has completed short-term dose-range finding toxicology studies and has advanced into IND-enabling, GLP compliant safety pharmacology, ADMET and longer-term toxicology studies.
We unveiled the EVM401 Series on February 25, 2025, which is intended to broaden its pipeline with additional non-hallucinogenic molecules and strengthen our ability to target addiction and neuropsychiatric disorders for patients with limited options. While we intend to pursue development of the EVM401 Series, our primary focus is to develop our lead asset EB-003 in the EVM301 Series.
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Neuroplastogens
Following our amalgamation with MagicMed in September 2021, we have continued to pursue the development of MagicMed’s proprietary library, the Psybrary™, which we believe will help us to identify and develop the right drug candidates needed to address mental health challenges, including depression, anxiety, and addiction disorders. We synthesize novel phenylalkylamines and indolethylamines, using a mixture of chemistry and synthetic biology, resulting in the expansion of the Psybrary™, which currently includes 20 patent families with claims covering a million potential molecular structures, over one thousand of which we have so far synthesized in sufficient quantities to identify and hundreds of which we have screened for receptor binding and other relevant activities.
In order to build a pipeline of product candidates, we intend to both continue to internally develop new drug candidates with associated intellectual property and to acquire, through in-licensing, additional intellectual property from pharmaceutical and biotechnology companies and research institutions. The in-licensed assets could include both research stage and clinical stage drug candidates. During 2026, a post-grant review petition challenging one of our issued patents was withdrawn. We believe this development further supports the strength of our intellectual property portfolio and our strategy of developing and protecting novel neuroplastogenic compounds.
While we intend to pursue development of the EVM401 Series, our primary focus is to develop our lead asset EB-003 in the EVM301 Series. During the second quarter of 2026, we continued to advance IND-enabling activities for EB-003. In May 2026, we reported positive results from preclinical phototoxicity analyses indicating no photoreactive potential for EB-003. In June 2026, we initiated GLP-compliant genotoxicity studies designed to evaluate the compound’s potential to interact with DNA and cause genetic mutations, which are among the studies required to support a future IND submission. We believe these activities represent important steps in advancing EB-003 toward planned first-in-human clinical studies.
The development status of the product is shown in the table below:
| Product Candidates | Targeted Indications | Status | Expected Next Steps | |||
| EB-003 | Mental health indication | Preclinical Development | IND Filing | |||
| Psychedelic-inspired drug candidate |
Recent Developments
ATM Agreement
On June 9, 2026, the Company filed a prospectus supplement to increase the registered capacity of its ATM facility by an additional $2,425,000. By way of background, the Company previously entered into an at the market offering agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, acting as sales agent (the “Sales Agent”), on April 9, 2025, relating to shares of Common Stock. Under the ATM Agreement, we may offer and sell shares of Common Stock from time to time through the Sales Agent. The Sales Agent receives 3% of the gross sales price of the shares sold as a placement fee.
During the six months ended June 30, 2026, the Company issued 497,200 shares for net cash proceeds of $1,291,038.
As of June 30, 2026, the Company has issued an aggregate of 607,442 shares under the ATM Agreement, reflecting issuances during both the prior year and the current year, for net cash proceeds of $2,927,837, and $2,425,000 remains available to sell.
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April 2026 Private Placement
On April 16, 2026, the Company entered into a securities purchase agreement (the “April 2026 Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell to the investors in a private placement (the “April Private Placement”) (i) 98,000 shares of the Company’s common stock, (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 2,124,223 shares of Common Stock (the “Pre-Funded Warrant Shares”), (iii) Series I warrants to purchase up to 2,222,223 shares of Common Stock (the “Series I Warrants”), and (iv) Series J warrants to purchase up to 2,222,223 shares of Common Stock (the “Series J Warrants,” together with the Series I Warrants, the “April Common Warrants”). In connection with the April Private Placement, the Company entered into a Registration Rights Agreement pursuant to which it agreed to file a registration statement covering the resale of the shares and shares issuable upon exercise of the warrants issued in the April Private Placement (the “Resale Registration Statement”). The Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $0.0001 per share of Common Stock at any time until all of the Pre-Funded Warrants are exercised in full. The April Common Warrants have an exercise price of $2.00 per share and are exercisable immediately. The Series I Warrants expire five years following the effective date of the Resale Registration Statement, and the Series J Warrants expire 18 months following the effective date of the Resale Registration Statement. The aggregate gross proceeds from the April Private Placement were approximately $5.0 million before deducting Placement Agent fees and offering expenses. The closing of the private placement occurred on April 17, 2026.
The Placement Agent acted as the exclusive placement agent in connection with the April Private Placement. The Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds of the April Private Placement and a management fee equal to 1.0% of the aggregate gross proceeds of the April Private Placement. The Company also issued warrants to purchase up to 155,556 shares of Common Stock to the Placement Agent. The Placement Agent warrants have substantially the same terms as the Series I Warrants, except the placement agent warrants have an exercise price of $2.8125 per share (125% of the offering price).
Results of Operations
The following table sets forth information comparing the components of net loss for the three months ended June 30, 2026 and 2025:
| For the Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses | ||||||||
| General and administrative | $ | 1,635,478 | $ | 1,219,018 | ||||
| Research and development | 1,355,137 | 1,260,051 | ||||||
| Depreciation and amortization | 36,826 | 39,980 | ||||||
| Total operating expenses | 3,027,441 | 2,519,049 | ||||||
| Loss from operations | (3,027,441 | ) | (2,519,049 | ) | ||||
| Other expense | ||||||||
| Interest expense, net | (292 | ) | (132 | ) | ||||
| Total other expense | (292 | ) | (132 | ) | ||||
| Net loss before income taxes | (3,027,733 | ) | (2,519,181 | ) | ||||
| Income tax expense | — | — | ||||||
| Net loss | $ | (3,027,733 | ) | $ | (2,519,181 | ) | ||
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General and Administrative Expenses
Our general and administrative expenses increased to $1,635,478 for the three months ended June 30, 2026 from $1,219,018 for the three months ended June 30, 2025, an increase of $416,460, or 34%. This change was primarily driven by increases in salaries and wages of $430,894 and Delaware franchise tax fees of $50,000, offset by decreases in legal fees of $20,126 and investor relations of $52,798.
Research and Development Expenses
Our research and development expenses for the three months ended June 30, 2026 were $1,355,137 as compared to $1,260,051 for the three months ended June 30, 2025, for an increase of $95,086, or approximately 8%. This change was primarily driven by increases in salaries and wages of $108,820, and research costs of $52,307, offset by decreases in consulting fees of $65,365.
Depreciation and Amortization Expense
Depreciation and amortization expense for the three months ended June 30, 2026 was $36,826 as compared to $39,980 for the three months ended June 30, 2025, with a decrease of $3,154, or approximately 8%, due to full depreciation of certain fixed assets during 2026.
The following table sets forth information comparing the components of net loss for the six months ended June 30, 2026 and 2025:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses | ||||||||
| General and administrative | $ | 2,885,439 | $ | 2,579,156 | ||||
| Research and development | 1,701,106 | 2,006,422 | ||||||
| Depreciation and amortization | 74,066 | 121,004 | ||||||
| Total operating expenses | 4,660,611 | 4,706,582 | ||||||
| Loss from operations | (4,660,611 | ) | (4,706,582 | ) | ||||
| Other (expense) income | ||||||||
| Other income | — | 2,565 | ||||||
| Interest (expense) income, net | (595 | ) | (130 | ) | ||||
| Total other (expense) income | (595 | ) | 2,435 | |||||
| Net loss before income taxes | (4,661,206 | ) | (4,704,147 | ) | ||||
| Income tax expense | — | — | ||||||
| Net loss | $ | (4,661,206 | ) | $ | (4,704,147 | ) | ||
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General and Administrative Expenses
Our general and administrative expenses increased to $2,885,439 for the six months ended June 30, 2026 from $2,579,156 for the six months ended June 30, 2025, an increase of $306,283, or 12%. This change was primarily driven by increases in salaries and wages of $418,996, offset by decreases in consulting fees of $32,051, investor relations of $74,149, and public company fees of $31,703.
Research and Development Expenses
Our research and development expense for the six months ended June 30, 2026 was $1,701,106 as compared to $2,006,422 for the six months ended June 30, 2025, a decrease of $305,316, or approximately 15%. This decrease was primarily driven by a decrease in consulting fees of $253,248 and, research costs of $38,335, offset by an increase in salaries and wages of $4,006.
Depreciation and Amortization Expense
Depreciation and amortization expense for the six months ended June 30, 2026 was $74,066 as compared to $121,004 for the six months ended June 30, 2025, for a decrease of $46,938, or approximately 39%, primarily related to full amortization of our intangible assets in the first quarter of 2025.
Going Concern, Liquidity and Capital Resources
The Company has incurred losses since inception resulting in an accumulated deficit of $119,507,698 as of June 30, 2026 and further losses are anticipated in the development of its business. For the six months ended June 30, 2026, the Company had a loss from operations of $4,660,611. Further, the Company had operating cash outflows of $4,701,378 for the six months ended June 30, 2026. Since inception, being a research and development company, the Company has not yet generated revenue and the Company has incurred continuing losses from its operations. The Company’s operations have been funded principally through the issuance of debt and equity. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these unaudited condensed consolidated financial statements.
In assessing the Company’s ability to continue as a going concern, the Company monitors and analyzes its cash and its ability to generate sufficient cash flow in the future to support its operating and capital expenditure commitments. At June 30, 2026, the Company had cash of $8,296,296 and working capital of $7,931,850. Cash increased to $8,296,296 at June 30, 2026 from $4,908,769 at March 31, 2026, an increase of $3,387,527, or 69%, primarily as a result of proceeds received from the April 2026 private placement and warrant exercises, partially offset by cash used in operating activities. Management expects existing cash resources to fund operations only for a limited period and anticipates the need for additional capital to continue development activities and satisfy ongoing obligations. As a result, the Company’s current cash on hand is insufficient to satisfy its operating cash needs for the 12 months following the filing of this Quarterly Report on Form 10-Q. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year after the date the financial statements are issued. Management’s plan to alleviate the conditions that raise substantial doubt include raising additional working capital through public or private equity or debt financings or other sources, and may include additional collaborations with third parties as well as disciplined cash spending. Adequate additional financing may not be available to us on acceptable terms, or at all. Should the Company be unable to raise sufficient additional capital, the Company may be required to undertake cost-cutting measures including delaying or discontinuing certain operating activities.
As a result of these factors, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date of the unaudited condensed consolidated financial statements. The Company’s unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Cash Flows
Since inception, we have primarily used our available cash to fund our product development and operations expenditures.
Cash Flows for the Six Months Ended June 30, 2026 and 2025
The following table sets forth a summary of cash flows for the years presented:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (4,701,378 | ) | $ | (4,281,724 | ) | ||
| Net cash provided by financing activities | 8,348,207 | 4,898,010 | ||||||
| Effect of foreign exchange rate on changes on cash | (28,024 | ) | (7,496 | ) | ||||
| Net increase in cash | $ | 3,618,805 | $ | 608,790 | ||||
Operating Activities
Net cash used in operating activities was $4,701,378 during the six months ended June 30, 2026, which consisted primarily of a net loss adjusted for non-cash items of $4,353,756, an increase in prepaid expenses and other current assets of $276,132, a decrease in related party payable of $73,125 and an increase in accounts payable and accrued liabilities of $1,635.
Net cash used in operating activities was $4,281,724 during the six months ended June 30, 2025, which consisted primarily of a net loss adjusted for non-cash items of $4,185,600, a decrease in prepaid expenses and other current assets of $48,192, a decrease in due to related parties of $133,016, and a decrease in accounts payable and accrued liabilities of $11,300.
Financing Activities
Net cash provided by financing activities was $8,348,207 during the six months ended June 30, 2026, which consisted of $5,552,765 in net proceeds from the sale of Common Stock and warrants, $1,523,242 of proceeds from warrant exercises, and $1,291,038 in net proceeds from the sale of Common Stock pursuant to the ATM Agreement, offset slightly by $18,838 in payments of deferred offering costs.
Net cash provided by financing activities was $4,898,010 during the six months ended June 30, 2025, which consisted of $4,244,467 in net proceeds from the sale of Common Stock, net of offering costs, $75,044 in proceeds from the exercise of warrants, and $578,499 in proceeds from Common Stock sold under the ATM Agreement, net of offering costs.
Critical Accounting Estimates
Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, costs and expenses and related disclosures. Our critical accounting estimates are those estimates that involve a significant level of uncertainty at the time the estimate was made, and changes in them have had or are reasonably likely to have a material effect on our financial condition or results of operations. Accordingly, actual results could differ materially from our estimates. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis.
There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that the information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified under the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer (our principal executive) and Chief Financial Officer (our principal financial officer and principal accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based on this evaluation, and in light of the material weaknesses found in our internal controls over financial reporting as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) were not effective as of June 30, 2026.
Management’s Remediation Plan
As previously discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, management had concluded that our internal control over financial reporting was not effective as of December 31, 2025, because management identified material weaknesses related to limited personnel and resources, including inadequate segregation of duties to ensure the proper processing, review, and authorization of routine and non-routine transactions; insufficient oversight of work performed and a lack of effective compensating controls within the finance and accounting functions; and the failure to adequately document, formalize, implement, and test controls, policies, and procedures, including those related to the control environment, risk assessment, information technology, and monitoring, which, in the aggregate, amounted to a material weakness in the Company’s internal control over financial reporting. See Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2025 for further discussion of our remediation plan.
Changes in Internal Control over Financial Reporting
Other than the changes being undertaken as part of the Company’s remediation plan, there have been no other changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal proceedings
We may periodically be involved in legal proceedings, legal actions and claims arising in the ordinary course of business. In the opinion of management, we do not have any pending litigation that, separately or in the aggregate, have a material adverse effect on our financial position, results of operations or cash flows.
Item 1A. Risk factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 27, 2026, as well as the risks and uncertainties described in the Company’s subsequently filed Quarterly Reports on Form 10-Q and other filings with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than as described below, there have been no material changes to the risk factors disclosed in the Company’s Annual Report.
Our ability to maintain compliance with Nasdaq listing standards may be adversely affected by Nasdaq’s recently approved Market Value of Listed Securities requirement, and any failure to satisfy applicable listing standards could result in the delisting of our Common Stock.
In July 2026, the SEC approved a Nasdaq rule change establishing a new continued listing requirement based on a company’s market value of listed securities (“MVLS”). Under the new requirement, companies listed on the Nasdaq Capital Market generally must maintain an MVLS of at least $5 million. Although the implementation of this requirement is currently stayed, and our MVLS was above the $5 million threshold as of the date of this Quarterly Report, our MVLS has recently been near that threshold and there can be no assurance that we will continue to satisfy the requirement if and when it becomes operative. MVLS is calculated by multiplying the market price of our Common Stock by the number of our outstanding listed shares. The market price of our Common Stock may fluctuate significantly as a result of factors that are beyond our control, including market conditions, investor sentiment, developments relating to our business, clinical, regulatory or financing activities, dilution resulting from future issuances of securities, and broader economic and geopolitical conditions.
If the new MVLS requirement becomes operative and our MVLS falls below $5 million and remains below that threshold for the applicable measurement period, Nasdaq could issue a Staff Delisting Determination. Under the approved rule, a hearing request generally would not stay the suspension of trading of our Common Stock. As a result, our Common Stock could be suspended from trading on Nasdaq and trade, if at all, on the over-the-counter market while any appeal is pending. Although we may have the ability to appeal a Staff Delisting Determination, the authority of the Nasdaq Hearings Panel to grant relief is limited and may require us to demonstrate compliance with Nasdaq’s initial listing standards, which are more stringent than Nasdaq’s continued listing standards and which we may be unable to satisfy.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 14, 2026.
| Enveric Biosciences, Inc. | ||
| By: | /s/ Joseph Tucker | |
| Name: | Joseph Tucker, Ph.D. | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| By: | /s/ Kevin Coveney | |
| Name: | Kevin Coveney | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
| 24 |
EXHIBIT 31.1
CERTIFICATION PURSUANT to Exchange Act Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Dr. Joseph Tucker, Chief Executive Officer of Enveric Biosciences, Inc., certify that:
1. I have reviewed this report on Form 10-Q of Enveric Biosciences, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 14, 2026 | /s/ Joseph Tucker |
| Joseph Tucker, Ph.D. | |
| Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION PURSUANT to Exchange Act Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Kevin Coveney, Chief Financial Officer of Enveric Biosciences, Inc., certify that:
1. I have reviewed this report on Form 10-Q of Enveric Biosciences, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 14, 2026 | /s/ Kevin Coveney |
| Kevin Coveney | |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Enveric Biosciences, Inc. (the “Issuer”) on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(i) the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
(ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
Dated: August 14, 2026
| By: | /s/ Joseph Tucker | |
| Joseph Tucker, Ph.D. | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Kevin Coveney | |
| Kevin Coveney | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |